GO!AppZone ShowTime EULA
Last modified: 16/07/2014
This End User License Agreement (“Agreement”) is a binding legal document between You and Globo Mobile Inc. (247 West 35th Street, 11th floor Front, New York, NY 10001) (referred herein as “Globo”), (with each a “Party” and collectively the “Parties”), that sets forth the terms, conditions, rights and obligations that govern Your use of the Go!AppZone ShowTime (defined below).
PLEASE ENSURE THAT YOU HAVE READ THE ENTIRE AGREEMENT CAREFULLY.
IF YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT CLICK “I AGREE” WHERE PROVIDED BELOW. BY CLICKING “I AGREE”, OR BY ACCESSING IN ANY WAY OR DOWNLOADING OR ACTIVATING OR USING ALL OR ANY PORTION OF THE GO!APPZONE SHOWTIME YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNSERSTOOD AND AGREE TO ABIDE BY AND COMPLY WITH ALL TERMS, CONDITIONS AND NOTICES CONTAINED IN OR REFERENCED BY THIS AGREEMENT AND YOU ARE CONFIRMING THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN THE COUNTRY IN WHICH YOU LIVE TO ENTER INTO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, COMPANY OR THIRD PERSON (e.g. licensee is your employer) ΒΥ CLICKING “I AGREE”, OR BY ACCESSING IN ANY WAY OR DOWNLOADING OR ACTIVATING OR USING ALL OR ANY PORTION OF THE GO!APPZONE SHOWTIME, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY, COMPANY OR THIRD PERSON IN CONNECTION TO THIS AGREEMENT, OR IF THERE IS NO SUCH ENTITY, COMPANY OR THIRD PERSON, OR YOU HAVE NOT GOT THE AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY, COMPANY OR THIRD PERSON, YOU ARE ACCEPTING THIS AGREEMENT ON YOUR BEHALF AND ACKNOWLEDGE TO BE BOUND BY IT.
IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT CLICK “CANCEL” OR “I DO NOT AGREE” WHERE PROVIDED BELOW AND DO NOT DOWNLOAD OR IN ANY WAY ACTIVATE OR USE ALL OR ANY PORTION OF THE GO!APPZONE SHOWTIME.
From time to time, Globo may modify this Agreement, including any referenced herein policies and other documents, by posting notice of the change online at www.globoplc.com You are advised to review the terms of this Agreement on a regular basis. You further acknowledge and agree that Your use of the GO!AppZone ShowTime, after such notice has been posted online, constitutes Your acceptance of the terms of this Agreement, as modified.
“Documentation” – user manuals, technical manuals and any other materials provided or made available to You by Globo, in printed, electronic or other form, that describe the installation, operation, use or technical specifications of the GO!AppZone ShowTime.
“GO!AppZone ShowTime ” – the software application for mobile devices that provides users the ability to test mobile applications (“GO!Apps”) developed on the GO!AppZone Studio.
“GO!AppZone Studio” – the software application that provides an integrated development environment (IDE) allowing developers to build secure mobile applications (“GO!Apps”), which communicate with back end systems and run on mobile devices.
“Maintenance Release” – any update or release of the GO!AppZone ShowTime that Globo may, in its sole discretion, provide or make available to You from time to time during the term of this license, that may contain, among other things, error corrections, enhancements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the GO!AppZone ShowTime, but does not constitute a New Version.
“New Version” – any new version of the GO!AppZone ShowTime that Globo may from time to time introduce and market generally as a distinct licensed product and which Globo may make available to You at an additional cost under a separate written agreement.
2.1. Subject to the terms set forth in this Agreement Globo grants You a non-exclusive, non-sub-licensable, non-assignable, non-transferable and restricted license to use the GO!AppZone ShowTime for Your internal business needs and for the sole purpose of testing mobile applications developed on the GO!AppZone Studio.
2.2. Globo is not obligated to provide to You any Maintenance Releases. If, Globo, in its sole discretion, provides or makes available to You any Maintenance Releases (including updated Documentation) such Maintenance Releases will be deemed GO!AppZone ShowTime and be subject to all applicable terms and conditions of this Agreement. You shall install all Maintenance Releases as soon as practicable after being available to You. You shall not have any right hereunder to receive any New Versions of the GO!AppZone ShowTime that Globo may, in its sole discretion, release from time to time. Globo may license to You any New Version that Globo generally makes available for purchase at Globo’s then-current list price and subject to a separate license agreement.
2.3. Globo is not obligated to provide any technical or other support to You for the GO!AppZone ShowTime.
2.4. You expressly acknowledge and agree that the form and nature of the GO!AppZone ShowTime that Globo provides You may change without prior notice to You and the future versions of the GO!AppZone ShowTime may be incompatible with applications developed on previous versions of the GO!AppZone Studio.
2.5. You acknowledge that Globo may choose in the future to charge for use of the GO!AppZone ShowTime. If Globo in its sole discretion chooses to establish fees and payment terms for such use You may elect to stop using the GO!AppZone ShowTime rather than incurring fees, or purchase the relevant license.
3.1. The copyright and all other right, title and interest in and to the GO!AppZone ShowTime and the Documentation shall at all times remain with Globo (or its licensors). You acknowledge and agree that no ownership interest in or to the GO!AppZone ShowTime and the Documentation is transferred to You hereunder and that You do not hereby acquire any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright or rights in any confidential information or trade-secrets, in or relating to the GO!AppZone ShowTime or any part thereof and the Documentation and that the GO!AppZone ShowTime is provided to You strictly on a license basis as provided for herein. Physical copies of the GO!AppZone ShowTime and the Documentation, if any, remain the property of Globo (or its licensors) and such copies are deemed to be on loan to You during the term of this Agreement. You shall not remove, delete or alter any trademarks, copyright notices or other intellectual property rights notices of Globo or its licensors, if any, from the GO!AppZone ShowTime, any part thereof, and the Documentation and You must reproduce any copyright or other notice marked on any part of the GO!AppZone ShowTime on all authorized copies. Globo (or its licensors) reserves all rights not expressly granted to You.
3.2. Globo may, at its sole discretion and without restriction, use any feedback, suggestions and ideas (“Feedback”) You provide in future modifications of the GO!AppZone ShowTime. You hereby grant Globo a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner and for any purpose.
4.1. You acknowledge that You are allowed to use the GO!AppZone ShowTime only for purposes that are permitted by this Agreement and in accordance with all applicable laws, regulations or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
4.2. You are prohibited from doing, or authorizing any other person from doing, the following:
(i) lease, loan, resell, assign, sublicense, distribute or in any way transfer or make available any of the rights to use the GO!AppZone ShowTime or any portion thereof to third parties;
(ii) modify (not even for error correction), copy (except for back up purposes), merge, alter, adapt, translate or in any way reverse engineer, disassemble or decompile (including reverse compiling to ensure interoperability) any part of the GO!AppZone ShowTime (except to the extend and for the express purposes authorized by applicable law notwithstanding this limitation and only upon advance notice to Globo);
(iii) create any derivative works based upon the GO!AppZone ShowTime or any portion thereof;
(iv) use the GO!AppZone ShowTime, or any part thereof, to provide third party training or any other commercial service related to the GO!AppZone ShowTime except and to the extent expressly permitted under written agreement entered into by and between You and Globo;
(v) use the GO!AppZone ShowTime to develop competitive solutions or assist someone else to build a competitive solution or for other purpose that is to Globo’s commercial disadvantage;
(vi) use the GO!AppZone ShowTime to conduct or promote illegal activities including uploading, testing or transmitting any data of harassing, abusive, libelous, illegal or harmful content, or content that might be used for any illegal activities or that in any way violates any applicable criminal, civil or administrative law or the rights of any third party, including the intellectual property rights of any entity or person;
(vii) disclose results of any benchmark tests of the GO!AppZone ShowTime, without Globo’s prior written consent;
(viii) engage in any activity with the GO!AppZone ShowTime, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Globo or any mobile communications carrier.
4.3. If You violate any of the restrictions under Section 4, Globo is entitled to immediately terminate this Agreement, cease Your use of the GO!AppZone ShowTime and pass on to You the cost of any necessary remedy, as well as take any necessary steps to prevent You from further use of GO!AppZone ShowTime. In addition if You breach these restrictions, You may be subject to prosecution and damages.
5. Reporting of Violation
You agree to promptly report to Globo any actual or suspected violation of the restrictions set forth in Section 4 and take all reasonable and appropriate steps to prevent any such violation. You also agree to cooperate with Globo and provide information requested to assist Globo in investigating or determining whether there has been a breach of Section 4 or any other provision of this Agreement.
You are solely responsible for any installation, set-up or configuration of the GO!AppZone ShowTime, as well as for any damages that may be caused by such a set up or configuration. You are responsible for ensuring that You meet the GO!AppZone ShowTime minimum requirements (i.e. processing speed, memory, operation system, internet connection etc.) and that You use hardware and software that is compatible with the GO!AppZone ShowTime as set out on the relevant Documentation. None of the above is Globo’s responsibility.
7.1. THE GO!APPZONE SHOWTIME IS PROVIDED “AS IS” AND YOU BEAR THE RISK OF USING IT. YOUR USE OF THE GO!APPZONE SHOWTIME AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE GO!APPZONE SHOWTIME IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
7.2. YOU EXPRESSLY ACKNOWLEDGE THAT THE GO!APPZONE SHOWTIME IS PROVIDED WITHOUT WARRANTY OF ANY KIND. GLOBO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE GO!APPZONE SHOWTIME (INCLUDING ALL OPEN-SOURCE COMPONENTS), DOCUMENTATION AND OTHER SERVICES AND MATERIALS PROVIDED TO YOU UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, GLOBO PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE. THE GO!APPZONE SHOWTIME IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR DISTRIBUTION WITH ANY EQUIPMENT THE FAILURE OF WHICH COULD LEAD DIRECTLY TO DEATH PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
8. Limitation of Liability
8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT WILL GLOBO’S TOTAL LIABILITY FOR ANY AND ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF (FIVE USD) $5.00.
8.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GLOBO OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, OR ANY COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE GO!APPZONE SHOWTIME, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIBILITY (WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE), REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT GLOBO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3. You agree that YOU ARE SOLELY RESPONSIBLE FOR (and that Globo has no responsibility to You or to any third party for) any data, content, or resources that You create, test, transmit or display through use of the GO!AppZone ShowTime, and for the consequences of Your actions (including any loss or damage which Globo may suffer) by doing so.
8.4. You agree that YOU ARE SOLELY RESPONSIBLE FOR (and that Glogo has no responsibility to You or to any third party for) any breach of Your obligations under this Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and for the consequences (including any loss or damage which Globo or any third party may suffer) of any such breach.
9. Indemnification of Globo
9.1. YOU SHALL INDEMNIFY, DEFEND AND FOREVER HOLD GLOBO AND GLOBO’S LICENSORS, PARTNERS AND AFFILIATES, HARMLESS FROM AND AGAINS ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES, SUITS AND EXPENSES (INCLUDING REASONABLE LAWYER’S FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE GO!APPZONE SHOWTIME, OR ANY BREACH OF THIS AGREEMENT BY YOU. THE FOREGOING SHALL SURVIVE ANY TERMINATION OR EXPIRY OF THIS AGREEMENT, HOWSOEVER CAUSED.
9.2. You acknowledge that a breach or threatened breach of this Agreement by You may cause irreparable harm to Globo for which monetary damages would not be an adequate remedy, and You hereby agree that in the event of a breach or a threatened breach by You, Globo shall, in addition to any and all other rights and remedies that may be available hereunder and at law (which Globo does not waive by the exercise of any rights hereunder), be entitled to seek a temporary restraining order, injunction, specific performance and any other equitable relief that may be available from a court of competent jurisdiction, and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.
10. Term and Termination
10.1. This Agreement, subject to being accepted by You as manifested by the conduct described in the preamble, shall remain in effect until terminated. If You wish to terminate this Agreement at any time, You may do so by ceasing all use of the GO!AppZone ShowTime and provide Globo with a written notice of such termination. Globo may terminate this Agreement at any time in case of a breach by You of any of the provisions of this Agreement. Globo reserves the right to discontinue offering the GO!AppZone ShowTime in which case this Agreement will be terminated.
10.2. Upon any termination of this Agreement, You must immediately cease all use of and access to the GO!AppZone ShowTime and destroy all copies of the GO!AppZone ShowTime and the Documentation. The termination of this Agreement shall not release You from any liability to Globo, including any, if any, payment obligation, which has already accrued hereunder.
11. Export Regulations
You will comply with all export and re-export restrictions (including restrictions on destinations, end users and end use) and regulations of the United States Department of Commerce and other United States and foreign agencies and authorities that may apply to the GO!AppZone ShowTime, and will not transfer, or encourage, assist, or authorize the transfer of the GO!AppZone ShowTime to a prohibited country or otherwise in violation of any applicable restrictions or regulations. You agree and confirm that You shall not, in any manner whatsoever, either remove, convey, export, re-export or transmit the GO!AppZone ShowTime from Your jurisdiction in contravention of applicable laws.
12. US Government Rights
The GO!AppZone ShowTime is a “commercial item” as that term is defined in FAR (Federal Acquisition Regulation) 2.101. Accordingly, if You are an agency of the US Government or any contractor therefor, You receive only those rights with respect to the GO!AppZone ShowTime as are granted to all other customers license, in accordance with (a) 48 DFAR (Defense Federal Acquisition Regulation) 227.7201 through DFARS 227.7204, with respect to the Department of Defense and their contractors, or (b) FAR 12.212, with respect to all other US Government licensees and their contractors.
14.1. “Confidential Information” means any non-public data and information provided by one Party (‘Disclosing Party’) to the other (‘Receiving Party’) after the commencement of the term of this Agreement, where such information is marked or otherwise communicated as being ‘proprietary’ or ‘confidential’ or the like, or where such information by its nature, or the circumstances under which it was obtained or disclosed were such that a reasonable person would know it should be treated as Confidential Information of the other Party. In addition You acknowledge that with respect to Globo confidential information are: a) all computer software (both object and source codes), b) techniques, concepts, methods, processes and designs embodied in or relating to the GO!AppZone ShowTime, c) all application program interfaces, system infrastructure, system security and system architecture design relating to the GO!AppZone ShowTime and d) Globo’s research and development.
14.2. Each Party agrees to keep the Confidential Information of the Disclosing Party confidential using the same degree of care that it exercises with respect to its own proprietary information, but in no event less than reasonable care, to prevent the unauthorized use, dissemination or publication of the Confidential Information, except to users with a need for access to exercise the rights conferred hereby and Globo’s employees, contractors, sub-contractors and agents with a need to know for the purposes of this Agreement.
14.3. The above limitations do not apply to information which: (a) at the time of disclosure was in the public domain; (b) was rightfully obtained by the Receiving Party from a third party who was not under any non-disclosure obligations; (c) was lawfully in the Receiving Party’s possession prior to its disclosure by the Disclosing Party; (d) was disclosed with the prior written approval of the Disclosing Party;
14.4. Notwithstanding the provisions of this Section, the Receiving Party may disclose the Disclosing Party’s Confidential Information as required by any court or other governmental body or as otherwise required by law or regulation to be disclosed, provided, however, that the Receiving Party shall provide written notice to the Disclosing Party promptly to enable the Disclosing Party to seek a protective order or otherwise prevent disclosure of such Confidential Information.
15.1. Languages. The Parties agree that this Agreement will be construed in English. Each Party accepts and approves the English version of this Agreement as controlling in any dispute between the Parties arising from or related to this Agreement. Any notice given under or in connection with this Agreement shall be in English. Any other documents provided under or in connection with this Agreement shall be in English, or accompanied by a certified English translation.
15.2. Notices. Any and all notices, notifications, demands or requests provided under this Agreement addressed by You to Globo shall be given by registered mail sent to the address stated above. Any and all notices and other correspondence relating to this Agreement addressed by Globo to You shall be given either by email sent to the email address furnished by You or by mail sent to the address furnished by You.
15.3. Assignment. You will not assign any of Your rights or delegate any of Your obligations hereunder without the prior written consent of Globo. Any purported assignment or delegation in violation of this Section 15.3 shall be null and void. No assignment or delegation shall relieve You of any of Your obligations hereunder.
15.4. Force majeure. Excepting any payment obligations under this Agreement, neither Party shall be deemed in default of this Agreement for failure to fulfill obligations or delay of performance if caused by causes outside reasonable control of the obligated Party, such as for example an act of war or God, hostility, or sabotage, electrical, internet, or telecommunication outage, government restrictions etc.
15.5. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
15.6. Severability. If any provision of this Agreement is held to be invalid or unenforceable, but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable consistent with its initial objective. In any case, the remaining provisions of this Agreement remain in full force and effect.
15.7. Governing law Jurisdiction. Unless otherwise agreed in writing by Globo, this Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in Santa Clara County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. You shall not withhold payment of any fees owing under this Agreement by reason of any set-off of any claim or dispute with Globo, whether relating to the quality or performance of the GO!AppZone ShowTime or otherwise. Notwithstanding any choice of law provision or otherwise, the Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
15.8. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND ALL THE DOCUMENTS REFERRED THEREIN, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.